Now more than ever, technology is influencing the way we do business, communicate, move through and around the world, access and manage our homes, receive and administer healthcare, make purchases, secure information, and protect our most valuable property. Morrison Foerster keeps pace with this rapidly evolving landscape across our internationally recognized corporate, finance, intellectual property, and litigation practices. MoFo Tech brings together our insights relating to fields such as blockchain and distributed ledger, cloud and as-a-service technologies, driverless cars, drones, fintech, computer hardware and software, the Internet of Things, semiconductors, and telecommunications. The MoFo Tech blog offers real-time, in-depth analyses of the trends and complex issues shaping the global technology industry.<h2>ABOUT MORRISON FOERSTER</h2>Morrison Foerster is a leading global law firm that transforms complexity into advantage for its clients. Our clients include some of the largest financial institutions, banks, consulting and accounting firms, and Fortune 100, technology, and life sciences companies. Highlighting the firm’s commitment to client service, leadership in market-changing deals and impact litigation, and values-based culture, Morrison Foerster has been repeatedly recognized as one of the top 10 firms on The American Lawyer’s A-List. Year after year, the firm receives significant recognition from Chambers and The Legal 500 across their various guides, including Global, USA, Asia‑Pacific, Europe, UK, Latin America, and FinTech Legal. Our lawyers passionately care about delivering legal excellence while living our values. Morrison Foerster has a long-standing commitment to creating a culture that respects and celebrates differences, while providing an inclusive environment. The firm has achieved Mansfield Certification Plus since 2018 as a result of successfully reaching at least 30 percent women, communities of color, and LGBTQ+ lawyer representation in a notable number of current leadership roles and committees. The firm also has a long history of commitment to the community and society through providing pro bono legal services, including litigating for civil rights and civil liberties, improving public education and fostering the wellbeing of children, advocating for veterans, promoting international human rights, enforcing the right to asylum, and safeguarding the environment.

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Scott Llewellyn’s practice focuses on complex litigation in federal and state courts around the country, with an emphasis on patent and trade secret disputes. Over the past decade, he has worked on some of the most significant, high–profile IP cases involving technology for televisions, smartphones, and self–driving cars, relying on 40 years of experience with computer hardware and software. Scott also has significant experience with business divorce cases before courts and arbitrators, involving a mix of trade secret, patent, tort, and contract claims relating to technology development and implementation.Scott also has successfully tried general commercial arbitration and agency matters, briefed and argued various appeals in federal appellate court, and tried more than 20 cases for the Denver City Attorney’s office, most of them jury trials.Scott also has an active pro bono practice, having worked on a variety of criminal and immigration appeals, and having represented Colorado criminal defense and mental health organizations in high–profile suits against the state of Colorado for violations of the constitutional rights of defendants.At MoFo, Scott serves on the board of the Morrison & Foerster Foundation. In the broader legal community, he serves on the boards of the Colorado Lawyers Committee and Drop in the Bucket (a charity that builds wells and sanitation systems in sub–Saharan Africa).After law school, Scott clerked for the Honorable Clarence A. Brimmer, District of Wyoming, and the Honorable Diarmuid F. O’Scannlain, Ninth Circuit. He was also previously an adjunct professor at the Georgetown University Law Center.

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Partner

Scott Llewellyn’s practice involves complex litigation before state and federal courts around the country, with an emphasis on patent and trade secret disputes for high-tech companies, to which he brings more than 35 years of experience with computer hardware and software, in particular relating to the processing and transmission of audio, video, voice, and other types of data. Mr. Llewellyn has also tried commercial arbitration and agency matters; briefed and argued various appeals in federal appellate court; and tried more than 20 cases for the Denver city attorney’s office, most of them jury trials.

Scott F. Llewellyn

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MoFo Tech brings together legal insights and in-depth analyses on trends and complex issues shaping the global technology industry, covering fields such as blockchain and distributed ledger, cloud and SaaS technologies, driverless cars, drones, FinTech, computer hardware and software, the IoT, semiconductors, and telecommunications.

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Provides insights and reports on the most current class actions lawsuits and product liability issues that affect consumer-facing companies.

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News and thought leadership from lawyers who are adding value to the legal profession and the communities we call home.

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MoFo Tech brings together legal insights and in-depth analyses on trends and complex issues shaping the global technology industry, covering fields such as blockchain and distributed ledger, cloud and SaaS technologies, driverless cars, drones, FinTech, computer hardware and software, the IoT, semiconductors, and telecommunications.

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Scaling Success, Powering Innovation – Exploring #NYTechWeek

Subject Matter Eligibility of AI Medical Treatments

Bipartisan Coalition Of State AGs Oppose Ten-Year AI Regulation Ban

Data Privacy at the Crossroads of AI and Life Sciences: U.S. and EU Perspectives

Patent-Eligibility Considerations & Prosecution Strategies for AI-Based Life Sciences Patent Applications

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On July 10, 2019, Blockstack Token LLC (“Blockstack”), a wholly-owned subsidiary of Blockstack PBC, a Delaware public benefit corporation, became the first company to have an offering of digital assets qualified by the U.S. Securities and Exchange Commission (“SEC”) under Regulation A.Blockstack is a technology company that offers an open-source blockchain-enabled network for developers to build and publish their own decentralized applications. According to Blockstack’s website, over 165 applications have been built on the Blockstack platform. Purchasers of Blockstack’s tokens (“Stacks Tokens”) will be able to use the tokens on its platform.Token offerings have been under increasing scrutiny, especially with respect to whether or not tokens are securities. In its offering circular disclosure, Blockstack acknowledges that the Stacks Tokens are characterized as investment contracts under the Howey test, while noting that the Stacks Tokens “will not have the rights traditionally associated with holders of debt instruments, nor…equity.” The disclosure, in its discussion about the nature of Blockstack’s decentralized network, also references the SEC’s recent guidance on evaluating whether digital assets constitute securities for purposes of the Securities Act of 1933, as amended (the “Securities Act”).Many blockchain-based companies have conducted token offerings in the United States under various securities exemptions, including Regulation D, which do not require SEC approval. One notable difference in Regulation D offerings is that general solicitation, such as advertising, is not permitted in offerings to non-accredited investors and, in certain other offerings, the number of participating non-accredited investors will be limited. Blockstack’s approval to offer its tokens under Regulation A will allow an unlimited number of retail investor to buy Stacks Tokens and permit Blockstack to conduct advertising activities.

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John is a Capital Markets, Public Company Advisory & Governance, and Special Situations partner with more than 20 years of experience advising issuers, underwriters, and other market participants in a wide range of special situations, equity, and debt financing transactions.

John T. Owen

John Owen

Marrone Bio Innovations' Acquisition by Bioceres Crop Solutions Corp

Temasek’s Joint Venture with Bayer

SoftBank Group and SoftBank Vision Fund’s Investment Transactions

Temasek's Investment in Verily Life Sciences and Agtech Space

Intel's Investment in Cloudera

Visa's Strategic Investments in the Fintech Space

Marrone Bio Innovations’ Public Offerings

Ekso Bionics Holdings, Inc.’s Stock and Warrant Financings

Temasek's Investment in Coherus, Inc.

Catalyst Biosciences, Inc. IPO/Reverse Merger and Public Offerings

RH's Public Offerings

InvenSense's Public Offerings

At-the-Market Programs

Marrone Bio Innovation’s Acquisition of Pro Farm and Jet-Ag

SoftBank's Acquisition of Sprint

Novellus' Merger with Lam Research

Shutterfly's Acquisition of Tiny Prints

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Alfredo Silva is a partner in the Transactions Department, co-chair of the firm's Social Enterprise and Impact Investing Group, and a member of the ESG Strategy Committee.

Alfredo B. D. Silva

Alfredo Silva is co-chair of the firms Social Enterprise + Impact Investing practice and member of the firm’s Pro Bono Committee. He represents public and private companies and investors in a broad range of corporate and securities law matters, as well as nonprofit organizations on entity formation, fiduciary issues, and structuring.

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First Token Offering Qualified by the SEC Under Regulation A

UK Regulations: Urgent Action Required from Loan-Based Crowdfunding Platforms

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On July 10, 2019, Blockstack Token LLC (“Blockstack”), a wholly-owned subsidiary of Blockstack PBC, a Delaware public benefit corporation, became the first comp

First Token Offering Qualified by the SEC Under Regulation A

Regulatory

Fintech

Recent Congressional activity reflects increasing concern in the fair lending implications of artificial intelligence (AI) in credit underwriting. Congress and regulatory agencies are likely to press financial services providers to better understand the AI they use and to ensure that its use does not result in unfair treatment of minorities and other protected groups through the employment of seemingly neutral criteria that have a disproportionate impact on protected classes of consumers.Read our <a href="https://protect-us.mimecast.com/s/WE81Cv29Rwtx8qY0tzfA6c">client alert</a>.

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Senior Of Counsel

Rick has nearly 50 years of experience advising banks, retailers, insurers, and other companies throughout the United States on the full range of financial services and payment system issues.

Rick Fischer

Rick has nearly 50 years of experience advising banks, retailers, insurers, and other companies throughout the United States on the full range of financial services and payment system issues.

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Policy Makers Examine the Disparate Impact Risk of Artificial Intelligence and Underwriting

Why Should Your Startup Care About Intellectual Property?

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Recent Congressional activity reflects increasing concern in the fair lending implications of artificial intelligence (AI) in credit underwriting. Congress and 

Policy Makers Examine the Disparate Impact Risk of Artificial Intelligence and Underwriting

Artificial Intelligence

Financings

A Nevada resident, Morgan Rockcoons, was sentenced in the U.S. District Court for the Southern District of California to 21 months in prison for wire fraud and unlicensed money transmission. In connection with the sentencing, Rockcoons will also be required to forfeit $80,600 in illicit proceeds. The sentencing of Rockcoons follows recent activity relating to the regulation of virtual currency businesses by FinCEN. Read our <a href="https://protect-us.mimecast.com/s/SWxxCZ6mvgUlo3wyHKJOn8">client alert</a>.

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Marc–Alain’s practice focuses on advising and counseling global banks, financial holding companies, bank holding companies, and other financial institutions on a variety of bank regulatory, Bank Secre

Marc-Alain Galeazzi

Nevada Resident Sentenced for Fraud and Unlicensed Money Transmission in Case Involving Bitcoin

A Nevada resident, Morgan Rockcoons, was sentenced in the U.S. District Court for the Southern District of California to 21 months in prison for wire fraud and 

Nevada Resident Sentenced for Fraud and Unlicensed Money Transmission in Case Involving Bitcoin

A wide range of businesses in Southeast Asia from traditional retailers and financial institutions to start-ups are harnessing new technologies and entering into new commercial partnerships to offer financial products and services regionally.<div dir="ltr">MoFo’s Jake Robson, Gordon Milner and Nicholas Davies discuss how companies can overcome cross - border regulatory challenges and adapt to rapid changes in financial services regulations to chart a course of compliance for their regional businesses.This article was originally published in the <a href="https://www.iflr.com/IssueArticle/3869808/Supplements/Where-disruption-meets-regulation.html?supplementListId=100193">IFLR Magazine April/May 2019 Edition.</a></div>

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Gordon is a partner whose practice focuses on advising clients about intellectual property, licensing, outsourcing, and technology transactions.
He has advised clients in the IT, telecommunications, f

Gordon A. Milner

Gordon Milner

Where Disruption Meets Regulation

A wide range of businesses in Southeast Asia from traditional retailers and financial institutions to start-ups are harnessing new technologies and entering int

Where Disruption Meets Regulation

Asia

From 14 September 2019, certain electronic and remote payments must be subjected to two-factor, or “strong customer authentication”, under regulatory standards covering the European Economic Area relating to the second EU Payment Services Directive, which took effect in January 2018. Retailers are uncertain whether these new European anti-fraud measures will cause consumers to abandon online purchases. Read our client alert for guidance on transactions that might be impacted or exempt.Read our <a href="https://protect-us.mimecast.com/s/I24zCwpR2xSJN6RBC93JQN">client alert</a>.

Could Strong Consumer Authentication Weaken Consumer Demand?

From 14 September 2019, certain electronic and remote payments must be subjected to two-factor, or “strong customer authentication”, under regulatory standards 

Could Strong Consumer Authentication Weaken Consumer Demand?

The Financial Crimes Enforcement Network (“FinCEN”) issued a press release announcing a civil money penalty for violations of the Bank Secrecy Act against Eric Powers, an individual who acted as a peer-to-peer virtual currency exchanger. The enforcement action is the first-ever penalty assessed by FinCEN against a peer-to-peer virtual currency exchanger. Our alert discusses this recent action by FinCEN and its implications.Read our <a href="https://protect-us.mimecast.com/s/1E9gCqxM6ofK6w2BCQvap3">client alert</a>.

In a First, FinCEN Assesses Civil Money Penalty Against Peer-to-Peer Virtual Currency Exchanger

The Financial Crimes Enforcement Network (“FinCEN”) issued a press release announcing a civil money penalty for violations of the Bank Secrecy Act against Eric 

In a First, FinCEN Assesses Civil Money Penalty Against Peer-to-Peer Virtual Currency Exchanger

On April 3, 2019, the Strategic Hub for Innovation and Financial Technology of the U.S. Securities and Exchange Commission (“SEC”) published two pieces of guidance on when a blockchain-enabled digital asset will, or will not, be considered a security. The first piece of guidance (the “TKJ No-Action Letter”) was a no-action letter issued by the SEC’s Division of Corporation Finance in response to a request from TurnKey Jet, Inc., a Florida-based air carrier and air taxi operator. The TKJ No-Action Letter represents the first time that the SEC staff has indicated that it would not recommend enforcement action to the SEC if, in reliance on counsel’s opinion that the digital assets are not securities, the subject entity offers and sells securities without registration under the Securities Act of 1933, as amended and the Securities Exchange Act of 1934, as amended.The second piece of guidance came in the form of a “Framework for ‘Investment Contract’ Analysis of Digital Assets” that is intended to serve as “an analytical tool to help market participants assess whether the federal securities laws apply to the offer, sale, or resale of a particular digital asset.”Read our <a href="https://protect-us.mimecast.com/s/kh91CmZM8kiBK1g8TBvE95">client alert</a>.

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SEC Issues Historic No-Action Letter and Releases Framework for “Investment Contract” Analysis of Digital Assets

Do You Want to Launch an ICO? Please, Listen to the SEC

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On April 3, 2019, the Strategic Hub for Innovation and Financial Technology of the U.S. Securities and Exchange Commission (“SEC”) published two pieces of guida

SEC Issues Historic No-Action Letter and Releases Framework for “Investment Contract” Analysis of Digital Assets

The Japanese Financial Services Agency (“FSA”), Japan’s primary financial regulator, announced on March 15, 2019, that it was submitting a bill to the Diet to amend both the Payment Services Act (the “PSA”) and the Financial Instruments and Exchange Act (the “FIEA”) relating to how the purchase and sale of cryptocurrencies is regulated in Japan (the “Proposed Amendment”).In Japan, the current regulations governing businesses that purchase or sell cryptocurrencies, intermediate the purchase or sale of cryptocurrencies, or provide exchange services for cryptocurrencies (collectively, “Virtual Currency Exchange Services”) were introduced via an amendment to the PSA in 2016, which came into effect on April 1, 2017. Under the PSA, companies providing Virtual Currency Exchange Services on a “business basis” are generally required to register with the FSA in advance.As of March 25, 2019, there were 19 registered providers of Virtual Currency Exchange Services (“Virtual Currency Exchange Service Providers”) in Japan, and it has been reported that there are many others waiting in line for their licenses to be issued. However, the FSA delayed processing pending applications after a series of sanctions were imposed on several Virtual Currency Exchange Service Providers (and other entities grandfathered in to operate such services under the 2017 amendment to the PSA) over the past year due to issues, such as the insufficient management of their operations, failure to comply with applicable regulations, and losses of a significant quantity of cryptocurrencies as a result of security breaches and computer hacks. As a result of these events, the FSA raised its standards for granting new licenses (essentially temporarily suspending the process) while simultaneously preparing the amendments to the PSA that were recently proposed.Prior to drafting the Proposed Amendment, the FSA set up a Study Group on Virtual Currency Exchange Services in March 2018, which published a report regarding its recommendations on December 21, 2018. The Proposed Amendment is generally in line with the recommendations set forth in the report.Read our <a href="https://protect-us.mimecast.com/s/519bC1wBEMsrQWD5UpU1EH">client alert</a>.

SoftBank and HAPSMobile’s renegotiation of the joint venture with AeroVironment, Inc.

A global software company’s joint venture to commence operations in Japan

Mitsubishi UFJ Financial Group’s US$706 million investment in Grab Holdings Inc.

Mitsubishi Heavy Industries’ US$550 million carve-out acquisition

SoftBank Group’s US$9.6 billion investment in Xiaoju Kuaizhi Inc.

Alibaba Group’s acquisition of an equity interest in Ant Financial.

Toshiba’s divestiture of its legacy TV business to Hisense Electric Co., Ltd.

A global technology consulting firm’s software licensing and open source issues

Softbank’s US$1 billion investment in OneWeb

Kaken Pharmaceutical’s various development and commercialization partnerships

SoftBank’s IP and commercial issues

Otsuka’s development and commercialization agreement

TDK’s joint venture with Qualcomm

Splunk’s acquisition of Caspida, Inc.

AccuWeather’s joint venture with Huafeng Media Group

Yahoo! Japan’s partnerships with various advertising technology service providers

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Seth Graham is a partner in Morrison & Foerster’s Technology Transactions Group and advises clients on a wide range of transactional matters involving technology and intellectual property, including licensing arrangements, technology transfers, outsourcing transactions, development agreements, and other commercial and services arrangements.

Seth M. Graham

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FSA Proposes Bill to Amend Japanese Laws Regulating Cryptocurrency-Related Businesses

A Rush to Patent the Blockchain Is a Sign of the Technology’s Promise

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The Japanese Financial Services Agency (“FSA”), Japan’s primary financial regulator, announced on March 15, 2019, that it was submitting a bill to the Diet to a

FSA Proposes Bill to Amend Japanese Laws Regulating Cryptocurrency-Related Businesses

The United Kingdom’s Financial Conduct Authority published draft guidance on the circumstances in which crypto-assets will fall within its regulatory perimeter and has invited comments and feedback on the draft guidance by 5 April 2019.  In particular, it explains how it divides crypto-tokens into the categories of security tokens (which will usually be regulated), exchange tokens, such as crypto-currencies (which will usually not be regulated by the FCA), and utility tokens (which will usually not be regulated by the FCA) and how it determines into which category a particular crypto-asset falls.This alert will be of particular interest to all stakeholders in the blockchain and crypto-assets sector who are undertaking UK-linked activities or targeting UK investors.Read our <a href="https://protect-us.mimecast.com/s/rUmqCR65kXUwYny8tPHLFv">client alert</a>.

FCA Guidance on UK Crypto-Assets Regulation

The United Kingdom’s Financial Conduct Authority published draft guidance on the circumstances in which crypto-assets will fall within its regulatory perimeter 

FCA Guidance on UK Crypto-Assets Regulation